2012 2011
Notes £,000 £’000
Profit / (Loss) for the financial year 8 23,312 (16,888)
Increase in share capital 8 - 34
Premium on share issue 8 (288) 224,638
Merger reserve on premium on share issue 8 - 108,181
The notes on pages 59 to 61 form an integral part of these consolidated financial statements. Approved by the Board on 17 April 2013 and signed on its behalf by:
NOTES TO THE FINANCIAL STATEMENTS
1. General information
Towergate PartnershipCo Limited (“the Company”) is incorporated on the 23 December 2010 as a private company limited by shares with registered number 07477841. The company is incorporated and domiciled in the UK. The address of its registered office is Tower Gate House, Eclipse Park Sittingbourne Road, Maidstone , ME14 3EN.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
2.1. Basis of preparation
The financial statements of the Company have been prepared in accordance UK GAAP and the Companies Act 2006 applicable to Companies reporting under UK GAAP.
The financial statements have been prepared under the historical cost convention.
Under s408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.
2.2 Investments
In the Company’s financial statements investments in subsidiary undertakings are stated at cost less amounts written off.
The company recognises the anticipated settlement value in the cost of investment in the relevant subsidiary with an associated deferred consideration liability. Remeasurement of the settlement value is recognised in the cost of investment in the Company’s financial statements.
2.3 Cash and liquid resources
Cash, comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand. Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market. Liquid resources comprise term deposits of less than one year (other than cash), government securities and investments in money market managed funds.
3. Investments
2012 £’000 Cost At beginning of year 414,064 Additions 119,012 Disposals (81,301) At end of year 451,775Net book value at 31 December 2012 451,775
Net book value at 31 December 2011 414,064
4. Debtors
2012 2011
£’000 £’000
Amounts owed by Group undertakings 12,714 12,999
Corporation tax 5,345
18,059 12,999
5. Creditors: amounts falling due within one year
2012 2011
£’000 £’000
Amounts owed by Group undertakings 6,757 6,617
Other creditors 61 51
Accruals and deferred income 860 95
7,678 6,763
6. Creditors: amounts falling due after more than one year
2012 2011 £’000 £’000 Loan notes 123,168 104,336 Analysis of debt Over 5 years 123,168 104,336 -
7. Called up share capital
2012 2011
£’000 £’000
Allotted, called up and fully paid shares
Equity: 18,941,206 Ordinary C1 shares of £0.0001 each 2 2
Equity: 21,703,177 Ordinary C2 shares of £0.0001 each 2 2
Equity: 12,401,500 Ordinary S shares of £0.0001 each 1 1
Equity: 81,058,794 Ordinary T1 shares of £0.0001 each 8 8
Equity: 17,207,946 Ordinary T2A shares of £0.0001 each 2 2
Equity: 59,484 Ordinary T2B shares of £0.0001 each - -
Equity: 75,611,221 Ordinary T2C shares of £0.0001 each 8 8
Equity: 1 Z share of £0.0001 - -
Equity: 21,703,177 Preferred C shares of £0.0001 each 2 2
Equity: 17,207,946 Preferred TA shares of £0.0001 each 2 2
Equity: 59,484 Preferred TB shares of £0.0001 each - -
Equity: 75,611,221 Preferred TC shares of £0.0001 each 7 7
Equity: Subordinated junior preferred ordinary shares of £1 each - -
20% cumulative preference shares of £1 each - -
Total 34 34
Ordinary C1, C2, T1, T2A, T2B, T2C and Z shares carry all voting rights and are entitled to receive a dividend from profits remaining for distribution after the Preferred shareholders. On winding up the holders are entitled to a distribution after the Preferred shareholders, but in priority to the S and Z shareholders.
Ordinary S shares carry all voting rights and are entitled to receive a dividend from profits remaining for distribution after the Preferred shareholders. On winding up the holders are entitled to a distribution after the Preferred and Ordinary C1, C2, T1, T2A, T2B and T2C shareholders, but in priority to the Z shareholders.
Ordinary Z shares carry no voting rights and are not entitled to receive a dividend. On winding up the holders are entitled to a distribution after the Preferred and Ordinary C1, C2, T1, T2A, T2B, T2C and S shareholders.
Preferred C, TA, TB and TC shares carry no right to receive notice of, attend, speak or vote at any general meeting. Holders are entitled to receive a dividend at the rate of 18% per annum of the paid up value of each share in priority to the ordinary shareholders. The dividends accruing to the Preferred shareholders but not declared (and not included on the Balance Sheet) as at 31 December 2012 amount to £18.6m (2011: £16.4m). On winding up the holders are entitled to a distribution in priority to the other classes of shares.
8. Reserves
Share Share Profit & loss Merger
capital premium account reserve Total £’000 £’000 £’000 £’000 £’000
At 1 January 2012 34 224,638 (16,888) 108,181 315,965
Premium on share issue - (288) - - (288)
Gain/ (Loss) for the period - - 23,312 - 23,312
NOTES TO THE FINANCIAL STATEMENTS
9. Related party transactions
The principal shareholders of the Company are Mr Peter Cullum, who owns 32.4% of the company’s shares with voting rights and Advent International, a global private equity firm, which holds 44.1% of the shares. The remaining 26.8% of the shares are widely dispersed. Mr Peter Cullum and Advent International have both significant influence through each of their voting rights in the Company. The following transactions were carried out with related parties:
(a) Purchases of services
2012 2011
£’000 £’000
Purchases of services:
– Advent International 325 5,406
The services from Advent International are conducted on an arms length basis and relate to management charges and reimbursement of expenses incurred.
(b) Directors Remuneration
2012 2011
£’000 £’000
Aggregate emoluments 1,586 1,053
Company contributions to money purchase pension scheme 147 52 1,733 1,105
The aggregate emoluments of the highest paid director were £923,798 (2011: £526,391) and company pension contributions of £147,205 (2011: £37,500) were made to a money purchase scheme on his behalf.
Retirement benefits are accruing to the following number of directors under:
2012 2011
Money purchase schemes 1 2
All directors benefit from qualifying third party indemnity provisions in place during the financial period and at the date of this report. (c) Year-end balances arising from sales/purchases of goods/services
2012 2011
£’000 £’000
Payables to related parties:
– Advent International - 360
The payables are generally due 30 days after the date of purchase. The payables bear no interest. (d) Loans from related parties
During the year ending 31 December 2011, Advent International extended unsecured loan notes at a rate of 18% per annum, repayable in 2060. The amount outstanding as at 31 December 2012 was £123,167,804 (2011: £104,335,890).